TIDMEVR
RNS Number : 0936J
Evraz Plc
01 April 2015
1 April 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE SUCH DISTRIBUTION MAY OTHERWISE LEAD TO A BREACH
OF APPLICABLE LAW OR REGULATORY REQUIREMENT
EVRAZ plc
ANNOUNCEMENT OF PROPOSED RETURN OF UP TO US$375 MILLION TO
SHAREHOLDERS
BY WAY OF A TENDER OFFER
EVRAZ plc ("EVRAZ" or the "Company") today announces that it
intends to make a return of capital to its shareholders of up to
US$375 million by way of a tender offer (the "Tender Offer"). In
the Company's results for the financial year ended 31 December 2014
(released today) the Board noted the positive financial performance
of the EVRAZ Group and improved business prospects for 2015. In
view of strong positive cash flow and the liquidity to service debt
and meet 2015 maturities, as well as the reduced 2016 debt
redemption requirement, the Board is announcing the Tender Offer.
The Board is satisfied that this is consistent with its continuing
commitment to further reductions in the Company's EBITDA net
leverage. The Tender Offer is subject to the approval of the
Company's shareholders, which will be sought at a General Meeting
to be held on 17 April 2015 (the "General Meeting").
Key elements of the Tender Offer are:
-- US$375 million available to be returned to Qualifying
Shareholders via the purchase of a maximum of 120,967,742 Ordinary
Shares (the "Tender Offer Shares") at a tender price of $3.10 per
Ordinary Share (the "Tender Price").
-- The Tender Offer Shares will represent a maximum of
approximately 8.0 per cent of the issued share capital of the
Company as at 31 March 2015.
-- The Tender Price represents a 10.0 per cent premium to the closing price on 31 March 2015.
-- A currency election facility will allow Qualifying Shareholders to elect to receive the cash consideration for any successfully tendered Ordinary Shares in U.S. Dollars or Pounds Sterling.
-- The closing time and date is 3:00 p.m. (London time) on 17
April 2015, with the proceeds of the Tender Offer expected to be
despatched to shareholders by 23 April 2015.
A circular dated 1 April 2015 (the "Circular"), containing the
full terms and conditions of the Tender Offer, including
instructions to Qualifying Shareholders on how to tender their
Ordinary Shares should they choose to do so, together with a Tender
Form and details of the General Meeting, will be posted to
Qualifying Shareholders today.
The Circular has been submitted to the National Storage
Mechanism and will shortly be available for inspection at
www.morningstar.co.uk/uk/NSM.
A copy of the Circular is now also available to view on the
Company's website at www.evraz.com.
Structure of the Tender Offer
The Tender Offer will be implemented on the basis of Morgan
Stanley & Co. International plc ("Morgan Stanley") acquiring,
as principal, the successfully tendered Ordinary Shares at the
Tender Price. In turn, Morgan Stanley has the right to require the
Company to purchase such Ordinary Shares from it at the same price
under the tender offer and option agreement entered into between
the Company and Morgan Stanley on 1 April 2015 (the "Option
Agreement"). If Morgan Stanley does not exercise its right to
require the Company to purchase such Ordinary Shares, the Company
has the right to require Morgan Stanley to sell such Ordinary
Shares to it at the same price. The Company intends to hold any
Ordinary Shares repurchased under the Option Agreement in
treasury.
As at the date of the Circular, it is proposed that a maximum of
120,967,742 Ordinary Shares be purchased at the Tender Price under
the Tender Offer, representing approximately 8.0 per cent of the
Company's issued share capital as at 31 March 2015, the latest
practicable date for such determination prior to the publication of
the Circular, for a maximum aggregate consideration of US$375
million.
Shareholders can decide how many (if any) of their Ordinary
Shares they wish to tender in the Tender Offer, up to a maximum of
8.03 per cent of their shareholding calculated as at the time the
Tender Offer closes.
Number of Ordinary Shares to be purchased
If the aggregate value at the Tender Price of all validly
tendered Ordinary Shares is between US$187.5 million and US$375
million, then all Ordinary Shares validly tendered will be
purchased at the Tender Price.
All successfully tendered Ordinary Shares will be purchased free
of commission and dealing charges.
The Company reserves the right at any time prior to the
announcement of the results of the Tender Offer, with the prior
consent of Morgan Stanley, to extend the period during which the
Tender Offer is open, based on market conditions and/or other
factors, subject to compliance with applicable legal and regulatory
requirements. The Company shall notify shareholders promptly by
public announcement of any revision, change or extension of the
period during which the Tender Offer is open.
Circumstances in which the Tender Offer may not proceed
The Tender Offer is conditional on, among other things, approval
of the Company's shareholders at the General Meeting to be held at
11:30 a.m. on 17 April 2015 at Linklaters LLP, One Silk Street,
London EC2Y 8HQ.
The Tender Offer is also conditional on, among other things, the
passing of the Tender Offer Resolution as set out in the Notice of
General Meeting and receipt of valid tenders in respect of at least
60,483,871 Ordinary Shares (representing approximately 4.0 per
cent. of the Company's issued share capital as at 31 March 2015,
being the latest practicable date prior to the publication of the
Circular) by 3.00 p.m. (London time) on 17 April 2015 and the
satisfaction or waiver of the other conditions specified in the
Circular. These include there not arising any material adverse
change or certain other force majeure events prior to the closing
of the Tender Offer.
Full details of the Tender Offer, including the terms and
conditions on which it is made, are set out in the Circular and
this announcement should be read in conjunction with the full text
of the Circular.
Summary Timetable
-- Tender Offer opens: 1 April 2015
-- Last time and date for receipt of Forms of Proxy: 11:30 a.m. on 15 April 2015
-- General Meeting of the Company to approve the Tender Offer: 11:30 a.m. on 17 April
-- Announcement of results of the General Meeting: 17 April 2015
-- Latest time and date for receipt of Tender Forms and share
certificates in relation to the Tender Offer (i.e. close of Tender
Offer): 3:00 p.m. on 17 April 2015
-- Latest time and date for receipt of TTE Instructions in
relation to the Tender Offer (i.e. close of the Tender Offer): 3:00
p.m. on 17 April 2015
-- Tender Offer Record Date: 5:00 p.m. on 17 April 2015
-- Announcement of results of the Tender Offer: 7:00 a.m. on 20 April 2015
-- Purchase of Ordinary Shares under the Tender Offer: 20 April 2015
-- CREST accounts credited for revised, uncertificated holdings
of Ordinary Shares (or, in the case of unsuccessful tenders, for
entire holdings of Ordinary Shares): by 22 April 2015
-- CREST accounts credited in respect of Tender Offer proceeds
for uncertificated Ordinary Shares: by 22 April 2015
-- Despatch of cheques in respect of Tender Offer proceeds for
certificated Ordinary Shares: by 23 April 2015
-- Return of share certificates in respect of unsuccessful
tenders of certificated Ordinary Shares: by 23 April 2015
-- Despatch of balancing share certificates (in respect of
certificated Ordinary Shares) for revised, certificated holdings in
the case of partially successful tenders: by 23 April 2015
Recommendation and Directors' Intentions
Although the Board believes that the return of cash by means of
the Tender Offer is in the best interests of the Company's
shareholders as a whole and has approved the Tender Offer, the
Board is not making a recommendation to shareholders in relation to
participation in the Tender Offer itself. Whether or not the
Company's shareholders decide to tender all or any of their
Ordinary Shares will depend, among other things, on such holder's
view of the Company's prospects and their own individual
circumstances, including their tax position. Qualifying
Shareholders should make their own decision in respect of
participation in the Tender Offer and are recommended to consult
their duly authorised independent advisers.
Shareholder helpline
If Shareholders have any questions about the procedure for
tendering Ordinary Shares or making a TTE Instruction or want help
filling in the Tender Form, they should telephone the Shareholder
Helpline on 0870 873 5848 (from inside the UK) and +44 870 873 5848
(from outside the UK). The Shareholder Helpline is available from
8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except
public holidays) and will remain open until 17 April 2015. Please
note that calls to these numbers may be monitored or recorded.
Calls to +44 870 873 5848 are charged at 12 pence per minute from a
BT Landline. Other service providers' costs may vary. Calls to +44
870 873 5848 from outside the UK are charged at applicable
international rates.
Different charges may apply to calls made from mobile
telephones.
Please note that for legal reasons the Shareholder Helpline will
only be able to provide information contained in the Circular and
the accompanying Tender Form and will be unable to give advice on
the merits of the Tender Offer or to provide financial, investment
or taxation advice.
Capitalised terms used in this announcement shall have the same
meaning ascribed to them in the Circular published by the Company
on 1 April 2015.
For further information, please contact:
Media Relations:
London: +44 207 832 8998 Moscow: +7 495 937 6871
media@EVRAZ.com
Investor Relations:
London: +44 207 832 8990 Moscow: +7 495 232 1370
ir@EVRAZ.com
Morgan Stanley (Corporate Broker):
Douglas Campbell
Sam Barnett
Tel: + 44 (0) 20 7425 8000
Cautionary Statement
The full terms and conditions of the Tender Offer are set out in
the Circular, which should be read in full in conjunction with this
announcement.
The availability of the Tender Offer to Shareholders who are not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdiction in which they are located. Persons who are
not resident in the United Kingdom should read the paragraph headed
"Overseas Shareholders" set out in Part II of the Circular and
should inform themselves about, and observe, any applicable legal
or regulatory requirements.
The Tender Offer is not being made, directly or indirectly, in
or into, or by use of the mail, or by any means or instrumentality
(including, without limitation, facsimile transmission, telex,
telephone and email) of interstate or foreign commerce of, or any
facilities of a national securities exchange of, Australia, Canada,
Japan, New Zealand, South Africa or any other jurisdiction where
the release of this announcement into or inside such jurisdiction
would constitute a violation of the laws of such jurisdiction
("Restricted Jurisdictions") and the Tender Offer cannot be
accepted by any such use, means, instrumentality or facility or
from within any Restricted Jurisdiction.
Morgan Stanley & Co. International plc ("Morgan Stanley"),
which is authorised by the Prudential Regulatory Authority and
regulated by the Financial Conduct Authority and the Prudential
Regulation Authority, is acting exclusively for the Company and
no-one else as broker in connection with the Tender Offer and
Morgan Stanley, its affiliates and its and their respective
directors, officers, employees and agents will not regard any other
person as their client, nor will they be responsible to any person
other than the Company for providing the protections afforded to
their clients, or for providing advice in relation to the Tender
Offer or any other matters or arrangements referred to or contained
in the Circular.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Morgan Stanley by FSMA or the regulatory regime
established thereunder, Morgan Stanley does not accept any
responsibility or liability whatsoever nor make any representation
or warranty, express or implied, concerning the contents of this
announcement, including its accuracy, completeness or verification,
or for any other statement made or purported to be made by it, or
on its behalf, in connection with the Company, the Tender Offer or
the Circular. Each of Morgan Stanley, its affiliates and their
respective directors, officers, employees and agents accordingly
disclaims all and any liability or responsibility, whether arising
in tort, contract or otherwise (save as referred to above) which it
might otherwise have in respect of this announcement or any such
statement.
This announcement contains (or may contain) certain
forward-looking statements with respect to the Company's current
expectations and projections about future events. These statements,
which sometimes use, but are not limited to, words such as
'anticipate', 'believe', 'intend', 'estimate', 'expect' and words
of similar meaning, reflect the directors' beliefs and expectations
and involve a number of risks, uncertainties and assumptions that
could cause actual results and performance to differ materially
from any expected future results or performance expressed or
implied by the forward-looking statement. Statements contained in
this announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
announcement is subject to change without notice and, except as
required by applicable law, neither the Company nor Morgan Stanley
assumes any responsibility or obligation to update publicly or
review any of the forward-looking statements contained herein. You
should not place undue reliance on forward-looking statements,
which speak only as of the date of this announcement.
This announcement does not constitute or form party of any offer
or invitation to sell, or any solicitation of any offer to purchase
or subscribe for any Ordinary Shares nor shall it (or any part of
it) or the fact of its distribution, form the basis of, or be
relied on in connection with, any contract therefor. The Tender
Offer is made only pursuant to the Circular and the related Tender
Form with respect to the Ordinary Shares. The Tender Offer is not
being made to holders of Ordinary Shares residing in any
jurisdiction in which the making of the Tender Offer would not be
in compliance with the laws of that jurisdiction. In any
jurisdiction where the securities, "blue sky", or other laws
require the Tender Offer to be made by a licensed broker or dealer,
the Tender Offer will be deemed to be made on behalf of Morgan
Stanley by one or more registered brokers or dealers licensed under
the laws of such jurisdiction.
The Tender Offer relates to securities of a non-U.S. company
that is subject to the disclosure requirements, rules and practices
applicable to companies listed in the UK, which differ from those
of the United States in certain material respects. The Circular has
been prepared in accordance with UK style and practice for the
purpose of complying with English law and the Listing Rules. The
Tender Offer is not subject to or is exempt from the disclosure and
procedural requirements of Regulation 14D or Rule 14e-1 of
Regulation 14E under the Exchange Act. The Tender Offer will be
made in the United States in accordance with other requirements of
Regulation 14E under the Exchange Act to the extent applicable.
U.S. Shareholders should note that the Ordinary Shares are not
listed on a U.S. securities exchange and the Company is not subject
to the periodic reporting requirements of the U.S. Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and is not
required to, and does not, file any reports with the U.S.
Securities and Exchange Commission (the "SEC") thereunder.
To the extent permitted by applicable law and in accordance with
normal UK practice, the Company, Morgan Stanley, or any of their
affiliates, may make certain purchases of, or arrangements to
purchase, Ordinary Shares outside the United States during the
period in which the Tender Offer remains open for acceptance,
including sales and purchases of Ordinary Shares effected by Morgan
Stanley acting as market maker in the Ordinary Shares. These
purchases, or other arrangements, may occur either in the open
market at prevailing prices or in private transactions at
negotiated prices. In order to be excepted from the requirements of
Rule 14e-5 under the Exchange Act by virtue of Rule 14e-5(b)(10),
such purchases, or arrangements to purchase, must comply with
applicable English law and regulation, including the Listing Rules.
Any information about such purchases will be disclosed as required
in the UK and, if required, will be reported via the Regulatory
News Service of the London Stock Exchange and will be available on
the London Stock Exchange website at
http://www.londonstockexchange.com.
Neither the SEC nor any US state securities commission has
approved or disapproved of this transaction or passed upon the
merits of fairness of such transaction or passed upon the adequacy
of the information contained in the Circular. Any representation to
the contrary is a criminal offence in the United States.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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